SCHEDULE I — PARENT COMPANY FINANCIAL STATEMENTS

ATP OIL & GAS CORPORATION

UNCONSOLIDATED BALANCE SHEETS OF REGISTRANT

(In Thousands, Except Share Amounts)


	December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	48,106		$	124,047
Restricted cash		4,839			—
Accounts receivable (net of allowance of $225 and $291, respectively)		64,980			69,660
Accounts receivable – intercompany		—			—
Deferred tax asset		480			8,191
Derivative asset		2,194			1,688
Other current assets		25,558			22,735

Total current assets		146,157			226,321

Oil and gas properties (using the successful efforts method of accounting):
Proved properties		2,691,609			2,325,507
Unproved properties		10,711			9,249

		2,702,320			2,334,756
Less accumulated depletion, depreciation, impairment and amortization		(1,423,859	)		(1,157,412	)

Oil and gas properties, net		1,278,461			1,177,344
Deferred financing costs, net		30,732			38,897
Investment in and advance to subsidiaries		1,034,671			1,193,462
Notes receivable – intercompany		290,470			93,280
Other assets, net		12,832			12,504

Total assets	$	2,793,323		$	2,741,808

Liabilities and Equity
Current liabilities:
Accounts payable and accruals	$	227,933		$	176,843
Accounts payable – intercompany		12,038			3,119
Current maturities of long-term debt		2,066			1,500
Asset retirement obligation		44,577			40,472
Derivative liability		68,778			35,581
Other current liabilities		72,541			32,959

Total current liabilities		427,933			290,474

Long-term debt		1,697,966			1,639,036
Other long-term obligations		398,203			431,626
Asset retirement obligation		101,831			115,017
Deferred tax liability		480			8,191
Derivative liability		521			5,478
Deferred revenue		—			—

Total liabilities		2,626,934			2,489,822

Commitments and contingencies (Note 12, Notes to Consolidated Financial Statements in Part II, Item 8)

Temporary equity:
8% convertible perpetual preferred stock: $0.001 par value; 806,847 issued and outstanding at December 31, 2011; None issued and outstanding at December 31, 2010. Liquidation value of $80.7 million		70,055			—

Shareholders' equity:
8% convertible perpetual preferred stock: $0.001 par value, 10,000,000 shares authorized; 2,318,153 issued and outstanding at December 31, 2011; 1,400,000 issued and outstanding at December 31, 2010. Liquidation value of $231.8 million and $140.0 million at December 31, 2011 and 2010, respectively		222,681			140,000
Common stock: $0.001 par value, 100,000,000 shares authorized; 52,034,547 issued and 51,958,707 outstanding at December 31, 2011; 51,347,163 issued and 51,271,323 outstanding at December 31, 2010		52			51
Additional paid-in capital		529,669			570,739
Accumulated deficit		(548,765	)		(356,866	)
Accumulated other comprehensive loss		(106,392	)		(101,027	)
Treasury stock, at cost		(911	)		(911	)

Total shareholders' equity		96,334			251,986

Total liabilities and equity	$	2,793,323		$	2,741,808

See notes to unconsolidated financial statements of registrant.

ATP OIL & GAS CORPORATION

UNCONSOLIDATED STATEMENTS OF OPERATIONS OF REGISTRANT

(In Thousands)


	Year Ended December 31,
	2011			2010			2009
Revenues:
Oil and gas production	$	668,184		$	416,836		$	281,460
Other		—			—			13,664

		668,184			416,836			295,124


Costs, operating expenses and other:
Lease operating		116,792			126,394			74,973
Processing costs – intercompany		98,059			58,031			32,937
Exploration		1,034			1,165			233
General and administrative		36,274			42,085			41,397
Depreciation, depletion and amortization		210,248			179,042			121,125
Impairment of oil and gas properties		56,400			48,392			45,799
Accretion of asset retirement obligation		12,903			12,466			10,441
Drilling interruption costs		19,691			23,647			—
Loss on abandonment		3,916			4,829			2,872
Gain on exchange/disposal of properties		(27,000	)		(26,720	)		(13,177	)
Other, net		(2	)		(948	)		(743	)

		528,315			468,383			315,857

Income (loss) from operations		139,869			(51,547	)		(20,733	)


Other income (expense):
Interest income		—			236			16
Interest expense, net		(299,351	)		(221,808	)		(45,955	)
Derivative income (expense)		23,372			(16,253	)		(9,834	)
Loss on debt extinguishment		1,095			(75,316	)		—
Equity in subsidiary earnings, net of tax		(56,884	)		3,116			8,660

		(331,768	)		(310,025	)		(47,113	)


Loss before income taxes		(191,899	)		(361,572	)		(67,846	)


Income tax (expense) benefit:
Current		—			924			(924	)
Deferred		—			23,099			19,809

		—			24,023			18,885

Net loss		(191,899	)		(337,549	)		(48,961	)
Less convertible preferred stock dividends		(18,583	)		(11,248	)		(2,856	)


Net loss attributable to common shareholders	$	(210,482	)	$	(348,797	)	$	(51,817	)

See notes to unconsolidated financial statements of registrant.

ATP OIL & GAS CORPORATION

UNCONSOLIDATED STATEMENTS OF CASH FLOWS OF REGISTRANT

(In Thousands)


	Year Ended December 31,
	2011			2010			2009

Net cash provided by (used in) operating activities	$	113,648		$	(100,773	)	$	162,309


Cash flows from investing activities
Additions to oil and gas properties		(234,861	)		(534,295	)		(551,555	)
Proceeds from disposition of properties		27,000			17,053			13,000
Increase in restricted cash		(4,841	)		—			—
Distributions from subsidiaries		109,419			218,790			144,271

Net cash used in investing activities		(103,283	)		(298,452	)		(394,284	)


Cash flows from financing activities
Proceeds from senior second lien notes		—			1,492,965			—
Proceeds from first lien term loans		59,400			147,000			—
Proceeds from term loans		—			46,000			19,000
Payments of term loans		(2,087	)		(1,263,360	)		(176,511	)
Deferred financing costs		(1,561	)		(53,017	)		(6,490	)
Loans to subsidiaries		(213,758	)		(68,116	)		(157,680	)
Payments from subsidiary loans		16,569			16,494			146,105
Issuance of common stock, net of costs		—			—			170,629
Issuance of preferred stock, net of costs		149,866			—			135,549
Purchase of capped-call options on ATP common stock		(26,500	)		—			—
Proceeds from other long-term obligations		85,326			231,888			89,011
Payments of other long-term obligations		(163,364	)		(102,818	)		(2,298	)
Preferred stock dividends		(15,098	)		(11,276	)		—
Derivative contracts, net		67,129			—			—
Other financings, net		(42,433	)		(11,180	)		—
Exercise of stock options/warrants		205			3,609			3

Net cash provided by (used in) financing activities		(86,306	)		428,189			217,318


Increase (decrease) in cash and cash equivalents		(75,941	)		28,964			(14,657	)
Cash and cash equivalents, beginning of year		124,047			95,083			109,740

Cash and cash equivalents, end of year	$	48,106		$	124,047		$	95,083

See notes to unconsolidated financial statements of registrant.

ATP OIL & GAS CORPORATION

NOTES TO UNCONSOLIDATED FINANCIAL STATEMENTS OF REGISTRANT

Note 1 — Basis of Presentation

The financial statements of ATP Oil & Gas Corporation (the "Registrant" or "Parent Company") have been prepared pursuant to Rule 5-04 of Regulation S-X of the Securities Exchange Act of 1934, as amended, because certain of ATP's subsidiaries are contractually prohibited from making payments, loans or transferring assets to the Parent Company or other affiliated entities. Specifically, under the terms of our ATP Titan facility, ATP Titan, LLC is restricted from transferring assets or making dividends in excess of one quarter's debt service plus $10.0 million at any time. Additionally, ATP-IP is prohibited from making distributions to ATP Oil & Gas Corporation other than those specifically provided for in the Partnership Agreement. The restricted net assets associated with each of these entities exceed 25% of the consolidated net assets of ATP Oil & Gas Corporation as of December 31, 2011 and 2010.

For purposes of these financial statements, the Parent Company's investments in wholly owned subsidiaries are accounted for under the equity method. Under this method, the accounts of the subsidiaries are not consolidated. The investments in and advances to subsidiaries are recorded in the unconsolidated balance sheets. The income (loss) from operations of subsidiaries is reported on an equity basis as equity in subsidiary earnings, net of tax, in the unconsolidated statements of operations of registrant. These statements should be read in conjunction with the consolidated financial statements and notes thereto, included in Part II, Item 8 of in this Annual Report on Form 10-K.

Note 2 — Notes Receivable — Intercompany

Notes receivable – intercompany represents cumulative net advances to ATP Oil & Gas (UK) Limited and ATP Oil & Gas (Netherlands) B.V. that are subject to intercompany loan agreements (the "Notes"). The Notes provide for borrowings to each subsidiary on a revolving basis of up to $800.0 million. Outstanding balances bear interest at the same rate of interest as the principal borrowings of ATP Oil & Gas Corporation, which at December 31, 2011 was 11.875%. The Notes mature on June 27, 2018.